Lily's Decision
by Mrs. Phineas Nigellus
Summary: Lily Evans has always hated James Potter and two of the other Marauders. However, can Remus Lupin, the closest thing she has to a real friend, convince her to give James a chance?ENTIRE STORY REVISED AND REVAMPED AS OF AUG 22, 07!
1. The Homo Animagum Theorem

**Disclaimer: All the characters are JKR's, the story is mine.**

**A/N: ENTIRE STORY REVISED AND REVAMPED AS OF AUGUST 22, 2007. THANK YOU ALL FOR YOUR PATIENCE!  
**

**_Please Read&Review!_**

* * *

It was a cold day in November when Lily Evans could be found sitting alone in an empty common room in the front of the in Gryffindor Tower, deeply immersed in a Transfiguration essay that was due the next day. As the last of her candle flicked ominously, she glanced up at the window to see a torrent of snowflakes whipping through the extensive castle grounds, around the lake, and through the Quidditch pitch. In front of her, a raging fire burned in the gold embellished grate, successfully warming the room. 

"Ugh, this is no use! I just can't figure out the _Homo Animagum Theorem_!" Lily exclaimed exasperatedly. "And of course, leave it for the one thing that our entire N.E.W.T. will probably be based upon for me not to understand! Figures."

Lily was entirely unused to being unable to understand a concept, especially one as advanced as the _Homo Animagum Theorem._ Being one of the smartest in the 7th year at Hogwarts School of Witchcraft and Wizardry, she was usually of the first to grasp both the theory and practical aspect of a lesson. However, for some reason, Lily just could not make herself put together the process of becoming a human Animagus, which was precisely what the _Homo Animagum Theorem_ was based upon.

"If only there was an actual Animagus who could tutor me, then I'd be alright," she murmured to herself.

Just then, she heard light footsteps steadily descending down the spiral staircase leading up to the boy's dormitory. A figure, dressed in a light colored pajamas and robe appeared at the bottom of the staircase, muttering to itself.

"…doesn't seem to matter to any of them. Could have been killed! But, no matter…"

He didn't seem to notice Lily sitting in the overstuffed armchair closest to the fire, as he kept on rambling to himself and wandering toward the fire as though he was alone.

"…couldn't do any harm, I suppose, but it will make even more suspicions as to—"

He stopped dead in his tracks just as he had gotten close enough that his face was illuminated by the orange, red, and yellow flames dancing in the hearth. He had an oval face and his short sandy-brown hair waved in a neat pattern around it. There were already faint creases forming around his amber flecked eyes that he had somehow acquired even before the age of seventeen. Most of his other features were average, excepting for his rather large teeth: which several, interestingly enough, came to unnatural points. His normally fair skin had turned a deathly shade of white upon seeing Lily in the armchair.

Lily recognized him as soon as he stepped into the firelight.

"Hello, Remus," said Lily, curiously.

Remus simply stared at her for a moment before saying slowly, "Hello, Lily." He was still rooted to the spot in front of the fire; in fact, he appeared quite unable to move.

"Um," Lily began awkwardly, "Would you like to sit? Or were you just passing through?" she added hastily, trying to give him an out if he needed one.

Remus sized her up for one minute more before opening his mouth to speak. Lily, however, beat him to the punch.

"Look, I really didn't hear what you were saying, if that's what you're worried about. Why don't you sit?" she asked again, pleadingly.

Remus looked extremely relieved. He heaved a great sigh and came to sit in the armchair next to Lily.

"Sorry. I—um—just had a nightmare—uh—that's all," he said nervously.

"Oh—right. Of course!"

Lily knew he was lying, but didn't want to press the issue at three a.m.

"Good," he replied. "So, what have you got there?" he asked, pointing at her Transfiguration essay.

Lily glared at the blank piece of parchment on her lap and the open Transfiguration textbook and notes on the table next to her. "Oh, it's McGonagall's stupid _Homo Animagum Theorem_ essay. Does she think I care how to turn into a damn Animagus if it's illegal anyway? It just doesn't make sense!"

To her surprise, Remus laughed.

"Gee, Lily, looks like you finally found something you're not good at. How does it feel?"

Before Lily could throw him the meanest glare she could muster, he chuckled softly and smiled to show her he was just kidding. And it was probably a good thing, because just then, she was struck with inspiration.

"Hey, Remus, you're the best in the class at Transfiguration, aren't you? Do you think you could help me? I'm really sorry about the time and all, but I've been awake for almost twenty two hours and as much as I need sleep I know I can't turn in until I finish this because it's due tomorrow and with my reputation as always having my homework in and having to set a precedent, being Head Girl and all--"

"Lily, Lily, okay, geez, I get it, I'll help you, slow down! You really must be delirious!" he mocked, grinning. "But I have to tell you, I'm not the best in the class, James is. Although I do tie a pretty close second, mostly owing to the fact that I--" he cut off again and cleared his throat, once again nervous. "Well, I'm—uh—second in the class, anyway."

Lily, however, did not notice his strange behavior, as she had become suddenly withdrawn at the mention of James Potter. Ever since her fourth year, James had been badgering her non-stop to go out with him. With his permanently untidy black hair, thin, wire-rimmed glasses, and deep, chocolate brown eyes he was very handsome and Lily probably would have gone out with him if he hadn't been one of the self-dubbed "Marauders." The Marauders were a group of four—James Potter, Sirius Black, Remus Lupin, and Peter Pettigrew—who considered it their life's goal to prank and make fools of (whether purposely or not) as many people as they possibly could. There was hardly a student or teacher in the school that hadn't been the subject of at least one of the Marauder's pranks. It was their habit of pranking teachers, mostly, which had gotten them so many detentions that Lily was sure they must have broken some kind of record.

Out of the four, the two most likely to get caught at it were James and his best friend Sirius, who seemed to be the ring-leaders of the gang. What infuriated Lily the most was that James was Head Boy, supposed to be setting an example for the rest of the school, and off goofing around. He by no means missed any important meetings, patrols, or lectures, but Lily was upset all the same.

In fact, the only one of them Lily liked was Remus, whom James was fond of jealously reminding. He was probably collectively the smartest of the Marauders, though Lily found it hard to tell whether, if James and Sirius put their best effort into their schoolwork, they would not surpass Remus. He also seemed the tamest of the lot, and would hardly ever partake in the other's frequent taunting of a Slytherin by the name of Severus Snape, which Lily respected him for, even if he _couldn't_ tame his friends.

Ever since arriving at Hogwarts, James had taken a certain disliking to Snape and went out of his way to torment him whenever possible. Although he fought back, Snape never started it. Lily thought that it was probably because for the most part, the duels were more likely than not to be three-on-one, a fact Lily hastened to notice. In these cases, Lily tried to help Snape out. She by no means liked him—in fact, she rather disliked him—but she knew that James would do just about anything she asked him. Snape, however, did not want her help. After a particularly nasty run-in that involved a dog, a Bat-Bogey Hex, and some Bubotuber pus when Lily tried to step in, Snape had the gull to ask her whether there were other slutty Mudbloods like her or was she the only one? This, of course, earned him another round of quite violent jinxes and hexes from James, who had been standing just a few feet away at the time. From that point on, Lily had vowed not to interfere between James and Snape again. Actually, she had taken to cheering silently in her mind whenever she saw James triumphing another victory over Snape, until she accidentally let slip a smile that she was sure he had seen—she stopped cheering after that.

Now, however, being in her N.E.W.T. year and having Head Girl duties to cap it all, she saw James as nothing more than an added annoyance on an already delicate balance. Being a superb chaser on the Gryffindor Quidditch team, having girls practically throw themselves at him on and off the pitch (none of which he noticed, glancing around eagerly to see if he could spot Lily amongst the crowd), and getting Head Boy had all inflated his ego to the point that Lily could hardly stand in the same room with him without being irritated. Now, already almost to the point of crying about her stupid Transfiguration essay, she did _not_ need Remus to remind her about James, which was liable to make her wind up in tears just thinking about him. Remus was, strangely, the closest thing she had to a friend at Hogwarts, even being so close to James. They weren't really _friends_, more like strong acquaintances, but she still liked Remus, and not just because he was one of the only people to match her intellectually.

Remus cleared his throat and snapped Lily out of her thoughts. He looked at her concernedly, and almost as if he read her thoughts, said gently, "You know, James really isn't that bad."

"Of course you'd say that, you guys are good friends!"

"No, really, Lily." She rolled her eyes. "He really likes you—almost to the point of obsession sometimes. He just doesn't know how to show that to you without you getting mad."

"Well," Lily began, "he can start by toning it down a little, I mean--"

"Lily!" Remus was sounding very agitated all of a sudden. "He _tried_ that and you ignored him! He _tried_ just asking you out without all the show and you kept turning him down. He's come to the conclusion that the only way to keep your attention is to play himself up so that you'll at least know he exists--"

"I know he exists, but I don't think making a complete _prat_ out of himself is the way to get my--"

"Uggghhh! Don't you _get_ it!?! He doesn't _care_ anymore! Any way to get your attention and keep it, whether it's making you think he's a prat, or making you think he's a gentleman is good enough for him! Don't you see that he's so desperate to have you at least _thinking_ about him that he's resulted to publicly making an idiot out of himself again and again just so Lily Evans might have _some_ thought about him!?! Yes, Sirius and I _have_ tried to talk him out of it but he _doesn't care anymore_."

Lily had never seen Remus lose it like this before, neither at herself or someone else. She was also surprised at what Remus told her. Could anyone be so desperate to do all those things just to get someone's attention? Now that she thought about it, Lily realized that she very rarely heard of a prank the Marauders pulled that hadn't been in front of her, and realized with a jolt that James had probably planned them all so that she could see them to impress her. Maybe she might, just _might_, have been a little hard on James. Just _might_.

"Lily, please. Just give him a chance. He likes you more than you know, and he wasn't the same guy you knew in the fourth year."

"He seems the same," Lily defended weakly, now losing her resolve against James with every passing second.

"Think about it. Have you ever given him the chance to prove that he's changed?" Remus paused. "Now, what did you need help with on that Transfiguration homework?"

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**A/N: Please R&R! Thank you!  
**


	2. Transfiguration and Potions

**Disclaimer: I own Mr. Warren and Miss Cornwall, JKR owns the rest.**

**A/N: This chapter may seem more Lily/Remus than Lily/James, but I assure you that's only what it _seems _like.**

**CHAPTER REVISED AND REVAMPED AS OF AUGUST 22, 2007. THANK YOU ALL FOR YOUR PATIENCE! **

**_Please remember to Read&Review!_**

* * *

Even after Remus had explained the _Homo Animagum Theorem_ to Lily several times, she still could not understand it. If, perhaps, her mind had been completely set on the task and not frequently wandering off to ponder what Remus had told her about James, she would have been able to scrape by with Remus's help. In the end, however, Remus ended up dictating an essay to her while she continually thanked him and vowed to learn as much about the subject as she could. When the essay was finished, they both went up to bed, exhausted.

Even though Lily had now been awake for over twenty-four hours, she had a lot of trouble getting to sleep. Could it be true what Remus said? Could James actually be sacrificing his image to get her to notice him? Lily truly didn't think Remus would lie, even if James _was_ one of his best friends. _But why would he do that for _me Lily wondered. _He couldn't like me _that _much, could he? _Eventually, she drifted off to sleep with troubled thoughts of James racing through her mind.

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The next day, Lily awoke with a start after only two hours sleep. Someone was standing over her, having just shaken her awake.

"Lily? Lily? Wake up!" said the voice. She gazed blearily at a sandy-brown blob for a moment before she realized who she was looking at.

"Re-_Remus?_" she quickly sat up in bed and pulled her bed coverings up around her neck so he wouldn't see her bedclothes. "You know guys aren't allowed in here! How'd you get through the stairway trap, anyway?"

"I am a Marauder, after all." He smiled wickedly.

"I should report you, you know," Lily snapped. "Well? What do you want?"

Remus grinned. "Lily, Lily, Lily. You won't report me because not only did I save you last night, I'm here to save you again right now."

"What do you mean?" she demanded.

"I knew you didn't get much sleep last night and I just thought you might want to know that that essay I slaved over last night? It's due in ten minutes. Cheers!" With that, he strode out of the girls dormitory and thumped down the spiral staircase.

Lily glanced at the clock on the small wooden table next to her bed and was startled to see that it read 8:50.

"_Oh, Merlin! Transfiguration starts at nine!!"_

Realizing she was the only one left in her dormitory, she hurriedly got dressed and grabbed her schoolbag. She then sprinted down the stairs into the common room where she scrambled to pack up her essay and quills. When she was sure she had everything, she raced through the portrait hole and into the Great Hall, scanning the four grand house tables which were empty except for few stragglers. Reaching the Gryffindor table on the far side, she was able to grab a piece of toast just as the food began to disappear. She took off down the entrance hall to the Transfiguration classroom and slammed herself into a seat just as the bell rang.

The room was a large, airy space with three rows of tables whose surfaces had seen better days. A large desk at the front was filled with stacks of paper and spare quills and the perimeter of the room was lined in shelves and cupboards. The Gryffindors were scattered around the room, discussing the latest issue of _Witch Weekly_, the upcoming Quidditch match, and what they were getting each other for Christmas. As the bell sounded they all scrambled into chairs, two per table, and the playful chatter died to whispers. Lily was sitting by herself in the front row table next to the door. In the back corner of the classroom, opposite to Lily, sat James and Sirius, who were leaning back and guffawing at something James had said. The table next to them held a faintly amused Remus and a plump boy egging James on, who Lily knew as Peter.

Professor McGonagall strode into the room and surveyed the class.

"Good morning. As you all should know, your papers on the _Homo Animagum Theorem _are due today. Please pass them forward now."

Taking hers out of her bag, Lily turned back and caught Remus's eye. She mouthed a quick "Thank you" and returned her attention to the essay.

"Now that I have all your essays, I would like to enlighten you about a special activity I have planned for you today."

James Potter, never one to be quiet for long, found this as the perfect opportunity to make his presence known. "Do we get to take turns transfiguring you into objects of our choice?" He and Sirius grinned at each other,

"Mr. Potter," she said sharply, "I'm going to pretend as though I didn't hear that for the time being because as I was about to say, any nonsense at all during this class period will not be tolerated and you will get a "fail" for the unit. Am I understood?"

"Yes, Professor."

"Are you sure?"

"Yes, Professor."

"Mr. Black, are you sure as well? I'm tired of the both of you interrupting."

"Professor--"

"Mr. Black?"

"Yes, Professor."

"Good. Now this will be one of the most important things you learn in Transfiguration. During the past several weeks, we have been studying the _Homo Animagum Theorem. _Unfortunately, the only ones in this class that seem to understand it are, Merlin help us, Mr.'s Potter, Black, Lupin, and Pettigrew." The class took a surprised gasp.

"But, Professor--"

"Yes, Mr. Warren, I did say Pettigrew."

The class broke out muttering and Lily caught her name amidst the whispering.

"But, Professor, shouldn't you have mentioned Evans, rather than Pettigrew, I mean. She always--"

Lily blushed a deep crimson.

"That is quite enough! I have told you those that are doing the best in this lesson and if you have a problem with it than keep it to yourselves! Honestly!" McGonagall took a deep breath through her nose. "Thus far, the best grades in this class belong to Potter, Black, Lupin, and yes, Pettigrew. Now, if you will let me continue. Through my teaching career here at Hogwarts I have noticed that children--"

"We're not children, Professor!"

"_Mr. Potter!_ I thought we had an agreement!"

"Sorry, Professor. But we really aren't--"

"Learn the best," she continued, "when they are actually _doing_ something rather than just studying the theory. Therefore,--"

"I know I learn well that way, Professor."

"_Mr. Potter, would you like to participate in this lesson?"_

"I am participating, Professor. I think you're quite right in thinking--"

"_Mr. Potter, that is enough! OUT! Get OUT! I'll see to you in a minute!   
_

"But, Professor--"

_"Potter, don't argue with me, get out!! You _and_ Mr. Black!"_

Sirius, who had been leaning back in his chair with his hands behind his head and feet propped up on the desk, grinning as he watched the interaction between his best friend and professor, now stopped smiling and toppled over backwards in shock. The class laughed.

"Professor, what did_ I_ do?"

"_GET OUT!!!!_"

Finally recognizing defeat, James and Sirius slumped out the door, Sirius still mumbling about what he did or didn't do. Lily distinctly heard James say "Death by association, mate," as they walked out into the corridor.

Lily had to fight a strong impulse to laugh, in spite of herself. Now, looking up at the ugly expression on McGonagall's face, the feeling left her as swiftly as it came. She hoped they would still be able to have the special lesson that was planned now that James and Sirius had caused so much trouble. To Lily's relief, however, McGonagall, who had taken to breathing deeply through her nose and clutching her desk for support, opened her eyes and began giving them instructions again.

"As I was saying," she began tiredly, "I've found that you learn the best when you're actually practicing something rather than learning about the theory, so today, I've decided that we'll try actually transfiguring our partner. I know that the _Homo Animagum Theorem _deals with wandless self transfiguration, but we all have to start somewhere. I believe that several classes ago you all took a potion to see what your animagus form would be?" The class generally nodded their heads in approval. "Well, today you're going to attempt to transfigure your partner into the animal they would transform into so they can get the feel of what it's like to be that animal. As you all should know, when you become fully-fledged Animagi you will inherit the animal's instincts and may have some of your physical features alter to look more like that animal." Looking around at all the horrified faces, she smiled. "Oh, it won't change that much. I being a cat, my pupils are slightly larger than they were before, and the palms of my hands are pinker." She held up her palms. "See, it's not a drastic appearance change. It's not even something anyone would notice if they weren't looking for it."

"Professor?"

"Yes, Miss Cornwall?"

"Why would we need to know what it feels like to change into our Animagus form if it's illegal to become an Animagus?"

"Oh, dear girl, didn't I tell you? Instead of a final exam this year, you will be asked to complete your Animagus transformation. It's perfectly legal when you do it under my charge."

The class broke out in excited murmurs.

"But it takes longer than we have left in the year!" Peter Pettigrew blurted out.

McGonagall turned around and eyed him suspiciously.

"I suppose, Mr. Pettigrew. However, if the students in my class work very hard, they will be able to complete the transformation before the end of term. It will be difficult, but if we start next class, like I've planned, at least some of you will be able to finish. At the end of term, you will be graded on how far you are in transformation. An "Outstanding" will be only for those who have fully completed the transformation. "Exceeds Expectations" will go only to those who are almost done, but look promising. To get an "Acceptable" you must be at least halfway through your transformation, and for a "Poor" you must be some degree into it, lower than half. For those of you that attempt to become Animagi but do not succeed, you will get a "Dreadful" and if you do not even try, you will be awarded a "Troll." Yes, Mr. Pettigrew, there is such a thing as a "Troll.""

Just then the bell rang, signaling the end of the class.

"Oh, dear. I suppose that _disturbance _at the start of class delayed us more than I thought. We shall begin next class. You are dismissed."

James and Sirius walked back through the door and into the classroom. Lily heard McGonagall tell them to stay back.

Lily was terrified at the thought of trying to complete the Animagus process when she didn't even remotely understand the theory. She only had one thought in her head as crossed against the flow of students to the other side of the classroom. _Get to Remus._

James and Sirius were still at their desk packing things up and Remus and Peter had begun walking to the front of the classroom. Lily walked along parallel to McGonagall's desk and cut Remus and Peter off before they could leave.

"Remus," she begged, "you have to help me. There's no way I'm going to be able to do this on my own! Please, I'll give anything!"

"Listen, Lily, I really can't talk now. I have to see McGonagall. I doubt I'll be doing the assignment anyway. I'll see you later."

Professor McGonagall walked up behind him. She sighed and said, "Unfortunately, you are right, Mr. Lupin. I have talked to Professor Dumbledore and he seems to think it best if you were excluded from this project under the circumstances."

Remus blushed and tried to hide his face from Lily. "Actually, Professor, I know…I already spoke to the Headmaster…er…that's not why I needed to talk to you. Um, see…"

He looked at Lily and then back to McGonagall. As though she could see what he was thinking, she said, "I'm sure Miss Evans won't repeat whatever you say to me, Mr. Lupin."

James and Sirius came up behind him.

Remus shuffled his feet a bit. "Er, okay. Well, see, um…the thing is…er…this is rather…I guess I'll start with…er…"

"What he's trying to say," Sirius continued, "is that James, Peter, and I won't be doing the assignment either."

"Unless the three of you would like to fail this class, you will be doing the assignment along with everyone else," said McGonagall promptly.

Sirius rolled his eyes. "Not unless you can do it twice."

Remus tried to explain. "They won't be doing the assignment because they…uh…" he coughed, "already have."

"Excuse me? Already have what?"

"Completed the transformation," James responded with an air of _duh_.

"Completed the _what_? The trans…oh, _Merlin_," McGonagall clutched her heart. "_The Animagus transformation!_"

Lily's jaw dropped.

"Yes, ma'am," said James.

"But…but…you _couldn't _have…could you?" McGonagall added meekly.

"Yes, ma'am."

Her voice suddenly strong again, McGonagall said, "I want the three of you to show me _now_! If it turns out this is another one of your pranks..."

James and Sirius grinned again and Peter squealed in fright. Remus stepped out of the way with a shameful nod. The next moment where the three boys had been there was a large brown stag, a great shaggy black dog, and a cowering gray rat. Lily and McGonagall both jumped backward in alarm. The dog who was Sirius tentatively nudged McGonagall's hand with his long nose. She closed her eyes and sat back on the desk behind her.

Lily was confused. She looked at Remus. "But why didn't you…"

McGonagall was still clutching her heart. "Why, it isn't possible, of course. A wizard can't have more than one animal form—half-breeds are unable to even be transfigured. Werewolves, vampires, centaurs—it affects them all. Remus is so young…underage werewolves are the most dangerous to meddle with—"

McGonagall trailed off. Lily opened her mouth, eyes wide. Everyone froze: Sirius, who had been busy scratching his ear, halted; the small form of the rat stopped twittering; taking a sharp breath, Remus blanched. After a moment, James the stag took a step forward and gave McGonagall a sharp nudge with his antlers.

"Oh, _Remus_!" Lily cried. "All this time—and you never—"

Remus seemed to come to. "Now, Lily, don't be alarmed--"

"Don't be alarmed? _Don't be alarmed,_" she repeated, rather hysterically. "I find out that just about my only friend is a _werewolf_ and all you can say is _don't be alarmed_!?! Are you mad?"

McGonagall look horrified with herself. "Remus—oh—I'm so sorry! I-I didn't even think—I thought she knew—"

Remus' eyes flicked to McGonagall and he shook his head slightly to tell her it was okay.

"Lily, I'm sorry," Remus started, rather exhaustedly. "Dumbledore told me not to tell anyone if I could help it... James and Sirius found out by accident, really. I know you would never discriminate against me, but every person I tell is another chance that it could get out somehow. If everyone found out, not only would I be shunned by our peers but there's a possibility that I could get thrown out of school. Dumbledore never would, of course, but if enough parents are complaining it'll eventually get taken to the Board of Governors or the Ministry and werewolves don't exactly have the best reputation. Especially now that there's that new worker at the Ministry who just forced through all those new regulations on werewolves. If I say one wrong thing the whole rest of my life could be ruined. I'm sorry, Lily, really I am, but I just couldn't risk that."

By the end of his speech the other three Marauders had retaken their human form. Lily was feeling rather ashamed of her outburst because she _could _see what a fragile situation Remus was in.

"I'm sorry, Remus, I shouldn't have questioned it." She looked at the ground, trying to hide the tears in her eyes that were now threatening to escape.

"So, Miss Evans, you're agreed not to tell anyone of Remus' condition?"

Lily nodded her head, still staring at the ground.

"Okay, then, boys. James, Sirius, I'll let you off for today, considering all that has happened. I'd advise the three of you to pretend you're going through the transformation like everyone else, that way no one will have to arrest you. As far as your law breaking—well—I promise not to know anything if you don't. Good day."

McGonagall turned to leave her classroom, but Sirius called out "_Stupefy!_" and she was frozen in her tracks. Shocked, Lily looked up and, forgetting the tears in her eyes were ready to overflow, opened them wide, causing a thin stream to spill out the corner of each.

"I'm sorry, Professor," said Sirius, inching closer to McGonagall, "but promises can be broken. This is all our lives on the line her, including Remus. I'm going to have to modify your memory."

A moment of utter horror registered in McGonagall's eyes. Every case of unskilled memory modification and its horrific effects rushed into her mind at once.

"_Sirius_?" said Lily incredulously, but he wasn't listening to her. Remus, however, winced apologetically at her, but he also believed that it had to be done.

Sirius looked to James. "Ready, mate?" James nodded. Carefully, they both stepped forward, wands raised, and cried, "_Obliviate!_"

Lily screamed. The two boys seemed oblivious to her outburst and stood still for a moment, deep in concentration. Finally, they both relaxed and Sirius whispered, "_Ennervate._"

A wary silence fell over the classroom. After a moment, McGonagall seemed to come out of a trance. She looked over the five of them still standing in her classroom, but appeared not to see them. Muttering to herself, she walked to her desk, grabbed her large leather bag, and abruptly left.

No one said anything for several minutes. The Marauders were carefully avoiding Lily's glance, but Lily had a problem of her own.

"You—you aren't—I'm not—I'm not _next_, am I?" she stuttered.

Remus looked up quickly and Sirius laughed. James was looking at her as though she had said something quite ridiculous.

"Of course not," he said simply and walked out the open door. Sirius and Peter both shrugged and followed suit, but Remus hesitated.

"Look, Lily, I know I should have said something to you, but—"

"Stop, no, don't worry about it," she mumbled awkwardly.

They both stood there for a moment, avoiding each other's eyes. However, Lily's desire for answers soon overtook her shyness.

"Why would you guys say that to McGonagall just to memory charm her? It could have gone horribly wrong!"

Remus let the corners of his mouth turn up slightly. "Well, we had to make her believe Professor Dumbledore gave her instructions to let us off, but we couldn't just give her that memory; it had to replace something. So we told her the truth and then James and Sirius replaced the truth with…er…our version of things. I'm not proud of it," he added quickly, "but the other three could get in serious trouble if all this got out. It's been hard, but we've been able to keep it quiet for almost two years now—not even Dumbledore knows."

Lily still looked unconvinced, so he added, "James and Sirius would never do something like that unless they were sure they knew what they were doing."

"But that still doesn't explain why they didn't Obliviate me, too."

"Well, I would have told you about my condition eventually anyway and James trusts you to keep their Animagus transformation quiet. As for Sirius and Peter, well, they both trust James." Lily raised her eyebrows at him. Remus smiled. "You're right. I'm sure James meant for you to find out, anyway. It's quite an accomplishment, the Animagus transformation, especially for someone so young."

Lily blushed. Again, she realized what James was sacrificing to impress her. What if she told someone? She _was_ Head Girl, after all, and what they had done was _extremely _illegal. But somehow, even as she was thinking this, Lily knew she wouldn't turn the Marauders in. She may not have a good history with many of them, but that would be extremely low, and after all, they _did_ trust her.

"So…we okay?" Remus asked.

"Sure." Lily smiled.

Remus smiled back, "Good." With one final nod, he, too, went out the door and left Lily alone in the Transfiguration classroom. Lily stayed there for a few minutes thinking about the Marauders and their newest feat. Then, slowly, she walked out of the classroom and wound her way toward the lake, completely forgetting about Potions.

She thought about Remus and his condition. Remembering his face, she suddenly saw the canine in his features. It wasn't very obvious, but it was definitely there. She thought about the other three Marauders and the hard work they must have put in to become Animagi at such a young age. What had Remus said? They had done it in fifth year? That was an outstanding accomplishment—many adult wizards couldn't even begin the transformation. So why was McGonagall making them all try it? They _were _only seventeen, after all. She thought about James, too. James was what bothered her the most. He suddenly seemed so different, so…_mature_. He may have Obliviated a teacher, but she believed Remus when he told her James knew what he was doing. A talent he undoubtedly picked up through his mischief making—Lily snorted (memory charms, of course!)—but thinking back again on the number of Marauder pranks she had witnessed she realized that none had really ever caused anyone harm—embarrassment, surely—but never harm.

Lily had made three laps around the lake when the end bell to second period rang, jolting her out of her thoughts. "Oh Merlin," Lily whispered, "I missed Potions!" She raced back up to the castle and bounded down the stairs to the dungeons. When she reached the Potions room, she stopped to catch her breath and slid through the door. Professor Slughorn was at his desk packing up a large pile of parchment into a bag and smiled when he saw her come in.

"Lily, m'dear! Feeling well, I hope?" He came around from his desk to look at her properly.

She plastered on a smile she hoped he wouldn't know as fake and replied, "Just a bit preoccupied, sir."

She explained to him that she had stayed late with McGonagall, conveniently forgetting to mention her walk around the lake, and was rewarded with a large pile of homework and three potions to make and show to Slughorn before the end of the week. She stiffly thanked him and left, wandering back to the Gryffindor common room. Lily viewed lunch as a privilege, and, as she scolded herself as the Fat Lady faded into view, missing Potions was something a Head Girl just shouldn't do.

* * *

**A/N: Next chapter coming soon!**

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	3. Two Changes of Heart

**Disclaimer: I only have Mr. Brambles and Professor Caridgan in this one.**

**A/N: I don't particularly like this chapter, but it was necessary to get to keep the story flowing. Enjoy!**

**_And PLEASE Review!_**

**CHAPTER REVISED AND REVAMPED AS OF AUGUST 22, 2007. THANK YOU ALL FOR YOUR PATIENCE!_  
_**

* * *

Since Lily had the afternoon free, she continued to work on her Potions until a half an hour before dinner, when she again trekked down to Professor Slughorn's dungeon office to hand him the work she had missed. Since he wasn't there she simply laid the papers and flasks of potion on his cluttered wooden desk and left the room, uncomfortable being in his office alone.

* * *

Lily hurried down to the Great Hall for dinner, eyes drooping. Between all the work she had done that day and the little amount of sleep she gotten, she was more than ready for bed even at such an early hour. Lily was so exhausted she didn't notice entering the Great Hall and taking a seat. She _definitely _didn't notice that the seat her feet had led her to was right across from James Potter. Sirius Black was sitting on the other side of James with his eyebrows raised at Lily. James, who hadn't yet noticed Lily, was looking up at the Staff Table at the front of the Hall.

"Wonder where Dumbledore is?" James asked Sirius.

Sirius scanned the Table.

"Don't know, mate. Maybe the poor bloke's sick?"

"Isn't it his birthday?" Remus joined the table, on the other side of James. "He may be off celebrating. Lily?" he added incredulously.

"I don't know," Lily said flatly. "I haven't been out of my dormitory since Transfiguration, I couldn't tell you." She also searched the table. "Slughorn's gone, too."

James whipped around to face Lily. His neck made a sickening crack and he winced and rubbed it. He looked at Lily as though he had never seen her properly before, although it could have been that he was just amazed at his luck to have her in front of him. Lily rolled her eyes and was about to say something nasty in retort but just then, Dumbledore entered the Hall. The students silenced quickly as Dumbledore made his way to his usual seat.

"Ah, now that we're all here, I'd just like to ask you all not to leave when you've finished dining. I have several announcements to make. I'd say them now, but," his stomach gave a particularly grand rumble, "I think we'd all rather fill the gaps in our stomachs first."

Most people laughed and a second later the food appeared.

There was shepherd's pie, sweet potatoes, fresh corn on the cob, garden salad, sausage links, rolls, butter, and pumpkin juice. There were also a variety of fruit bowls containing every kind fruit you could think of: there were oranges, apples, bananas, pears, lemons, limes, pineapples, grapefruit, tomatoes, kiwi, cantaloupe, watermelon, peaches, nectarines, grapes, star fruit, and several kinds of melons Lily didn't know the names of. She decided to try a little of each and began to fill her plate. The three Marauders in front of her had already started on seconds before she could fill her plate with firsts.

Although Remus and Sirius chatted nonchalantly throughout the meal, James didn't talk much, only shooting Lily furtive glances when he thought she wasn't looking. Lily kept to herself mostly, concentrating on staying awake and only talking when Remus asked her a kind question, until a thought occurred to her.

"Where's Peter?" she asked abruptly.

Remus and Sirius, who had been engaged in a fierce debate about whether the Cleensweep Seven or the Comet Two Sixty flew better, stopped their argument. James looked up from his third helping of shepherd's pie.

Remus leaned forward toward Lily and whispered, "He's in the Hospital Wing."

"Oh my, what happened?" Lily asked.

"Keep it down, keep it down," Sirius said softly. "He apparently was doing _something_ and panicked and transformed into a rat when Filch walked by. Filch thought he was an ordinary rat and whacked him upside the head so, assuming he was dead, took him to the edge of the Forbidden Forest. By the time he came round, he'd long since been forgotten—none of us were with him at the time. We usually have separate lessons. Madame Pomfrey's taking care of him, he'll be all right."

"But what could he have possibly been doing to think he should hide from Filch?"

"Says he can't remember," James replied. Seeing the look on Lily's face, he added, "We really don't know."

Lily was still skeptical. "Are you sure he wasn't doing anything for you guys?"

"If there's one thing a Marauder doesn't do," James said indignantly, "Is lie. We might bend the truth a bit, but we never lie."

Sirius and Remus nodded their heads in approval.

"Oh, yeah? Then how do I know you aren't 'bending the truth' now?"

Sirius immediately launched into an explanation. "The art of bending the truth is very tricky. It relies heavily on assumptions from the person you're bending to. For example, if we were bending the truth now, we'd have said something like 'Whatever it was, he wasn't doing it on our orders.' Whoever we were talking to would take that to _assume _we didn't know, but really all we said was that we didn't tell him to do whatever he did, which is the truth, even if we did _know_ whathe did. We actually came right out and said to you 'We don't know' and there isn't away around that."

Even though Lily was still slightly suspicious, she couldn't help but be moderately impressed. That "bending the truth" thing, even if she'd never do it, took a lot more brain power than she had given them credit for in the past. She always thought they were just good at making up fast lies, she never realized that they were able to make split-second word alterations in order to get away with their doings. That _had _to take a bit of practice.

After that, James began to talk more, though really only to Remus and Sirius. _Is James Potter actually being _shyLily thought_. This is definitely a first. _

When the puddings came (chocolate, vanilla, strawberry, butterscotch, pumpkin, tapioca, rice, and bread) Lily helped herself to some vanilla and some pumpkin and joined in the Marauder's conversation on the Animagus Transformation.

"How long did it take you guys?" Lily asked.

Remus spoke up. "Oh, well, James finished first at eight months, which is really good for attempting it without supervision." James glowed with pride. "Sirius finished a good four months after James, for the pure reason that he kept stopping to flirt every few minutes." He shot Sirius a look. "Peter took the longest. It was just over a year after he finished, so he had to complete the process at home over the summer. Poor bloke forgot to warn his mum though. She's a Muggle and imagine her surprise when her son comes bursting out of his bedroom and next thing she knows there's a rat there." James smiled as Lily and Sirius, who had never heard that story, snorted into their pudding. "Yes, it is rather amusing."

At that point, the pudding disappeared and Dumbledore stood up again. They all looked up at the Staff Table, and it seemed that Slughorn had slunk in while they were eating, because he had appeared next to Dumbledore and was smiling broadly.

"Now that I see everyone has filled those gaps satisfactorily, I have an announcement to make. I believe some of our older students may have heard of a small event called the TriWizard Tournament?" An excited murmur broke out throughout the House Tables. The Marauders looked as though Christmas had come early. "We will _not _be having a TriWizard Tournament. No, indeed." Angry shouts of protest could be heard from all around the Hall. Dumbledore held up his hand to quell them. "Due to the popularity of the Yule Ball, however, Hogwarts will be holding one of those for students of all ages." The cheers that erupted in the Hall could probably have been heard on the other side of Scotland, had someone cared to listen. Dumbledore waited for them to die out and then went on. "The only rules, yes there have to be rules, are as follows. One: all couples must be boy/girl." Lily cleared her throat loudly. "Excuse me, Miss Evans. I should say girl/boy." Lily smiled. "Rule two: if you would like to come, you must come with a partner, and not on your own. Three: all students participating in the event must wear dress robes. Four: the young men are not allowed to ask the ladies to this event, it is strictly ladies-ask-guys." Lily could have sworn that Dumbledore had sent her a small smile when his eyes flicked toward her while he said the fourth rule. "I'd like you all to thank Professor Slughorn when you see him, because it is largely because of him that we are able to hold this event. That is all. The Ball will take place here, in the Great Hall, at 7:00 on Christmas. You are dismissed."

Lily looked over at the Marauders. Upon hearing it was ladies-ask-guys, their demeanor changed rapidly. Remus was looking nervous, James seemed disappointed, and Sirius, who had turned behind him at an approaching group of girls, was downright terrified. He said a quick good-bye to James and Remus and took off for the staircase at a run. James laughed as the group of girls suddenly increased their speed and followed him out of the Hall.

Carefully avoiding looking at Lily, James got up, crossed the Hall, and began to make his way back to the common room. Lily couldn't believe how calm he was acting. She did think, though, that he probably assumed he had no chance at all of her asking him to the Yule Ball. And she couldn't blame him.

Remus looped around Lily's side of the table as he left. When he passed her, he stopped and put his hand on her shoulder. "He really does like you." Remus yawned. "See you later." He walked out of the Hall.

Lily, realizing that she was one of the only people left, got up and meandered back to Gryffindor common room. When she got into bed, there was only one thought in her head: How to ask James Potter to the Yule Ball.

* * *

When Lily awoke the next morning, a full plan for her asking-out-James dilemma had formed in her subconscious over night, as plans often do. She only had to hope that James would be as much of a gentleman as Remus had told her.

Her plan would take action during the last period of the day, Potions. She was going to ask Slughorn to keep James and her after class to talk about their Calming Draughts, which they were going to do today in class. When they went back to their desks to retrieve their things, Lily would conveniently spill her armadillo bile. James would most likely (for this part she had to trust Remus) hear the crash and want to stay back and help her clean it up. Alone with him half under a desk would be the perfect chance to ask him to the Ball. Lily decided to arrive ten minutes early to class to make sure Slughorn would agree. Confident about the afternoon's upcoming events, Lily rolled out of bed and started her day.

After dressing and grabbing her school things for the day, Lily made her way down to the Great Hall for breakfast. She then dashed off to double History of Magic.

Nothing much exciting happened until lunch, when James, who had been avoiding Lily as much as he could, sat down across the table and several seats to the left of Lily. Sirius, after sitting opposite James, began talking with him about the Yule Ball.

"So, Sirius. Assuming by the fact that your large group of your female followers is sitting at the other end of the table glaring at you, I must ask who you are taking to the Yule Ball," James snickered.

"Well, after dodging the Love Potions and Entrancement Charms, I decided to go with Amelia Brochern. She seemed least likely to take pictures of me and then sell them to her friends," Sirius laughed. "I didn't even get a good look at her face! She could be ugly as sin for all I know! She was just the only one that didn't try to offer me something when I walked in the portrait hole last night."

"Well, good luck, mate. With your luck, someone'll slip something in your drink to make you forget you were going with her. Won't be too long until your fan club figures out a liquid Confundment charm or something."

Sirius looked surprised. "Nah, they can't. We already registered."

"Registered?"

"Yeah. Dumbledore announced it this morning. You must have still been asleep. He said something like 'Due to the popularity of the Yule Ball, you must register with your date so we know how many people are coming' or something like that."

"Oh! Well, I'll have to go register before Potions this afternoon, then."

Sirius and Lily dropped their forks in unison.

"Who are you going with?" Lily whispered to herself.

"Who are you going with?" Sirius asked in absolute bewilderment.

"Oh, uh, her name is Chanley Morilda. She's a Ravenclaw."

"And how did this happen?" said Sirius, sounding very much as a parent would after learning their only child had gotten arrested for being in possession of stolen dragon eggs.

"Well, she, uh, asked me this morning." Lily, who had been staring at James open-mouthed, quickly looked down and pretended as though she hadn't been listening, because at this point James glanced over in her direction. "I knew I had zero chance of Lily asking me out so I said yes."

"So who is she?" Sirius looked around eagerly.

"Oh, she's sitting next to Linda Hopkins over at the Ravenclaw Table," James pointed her out.

Sirius and Lily both turned around to see a short, thin seventh year where James was pointing. She had curly black hair that spiraled down her back and shoulders and gave her the look of a spokesperson for a shampoo company. Startling blue eyes peaked through a brush of thick, dark lashes. With a small button nose and flawlessly smooth skin, she looked like she could be a model.

As Sirius was turning back to James, his eyes caught on Lily who had also turned around to see Chanley Morilda. He raised his eyebrows at her and gave her a look that plainly said _despite-the-fact-that-I-can't-believe-you-were-eavesdropping-on-poor-low-lives-like-us,-why-do-you-care-that-James-is-going-to-the-Yule-Ball-with-someone-else_? Lily just blushed and looked away.

As Sirius and James went back to their discussion, which had now moved to who had the better date, Lily found she was furious at James for accepting such an invitation. _But why do you care? _she kept reminding herself. _Why is this bothering you?_

After much deliberation, Lily decided that maybe she had taken it for granted that James would never go with someone else. She decided that he probably thought he had waited long enough for her and wouldn't wait anymore. This thought terrified Lily. _He isn't gone for good, is he?_

All of a sudden, Lily had a startled revelation. _Oh Merlin! I've always liked him, but was just too stupid to see it! He liked me for three years and I took his love for granted! What do I do?_

The truth was, Lily was now overwhelmed by all the thoughts and emotions she had suppressed about James by telling herself he was no good. But now that she had stopped kidding herself, how could she get him back?

Lily decided there was only one thing to be done

* * *

She arrived at Potions ten minutes ahead of time, as planned. Being a special member of the Slug Club, as it was called, it was relatively easy to get Slughorn to agree to her plan. She also got him to be a little secret about it; after all, she didn't need the whole school to know what she was doing, not that it wouldn't get around in several days anyway.

Slughorn stayed true to his word and had them all brewing shimmery Calming Draughts in their cauldrons. He explained that Madame Pomfrey needed a surplus of them due to the upcoming N.E.W.T.s and O.W.L.s. He promised that the two best Calming Draughts would be given to her for her store.

Lily, who was very good at potions, thanked her lucky stars that Snape, who wouldn't have been fooled by the "two best Calming Droughts" if he had not been picked, was in the Hospital Wing covered entirely with red boils. This could have been, of course, because she slipped a taste of undiluted Bubotuber pus in his pumpkin juice, but she couldn't be entirely sure.

Toward the end of the class, when most Calming Draughts were nearing completion, Slughorn circled the classroom, whispering to several different people along the way. When he got to Lily, he whispered, "All according to plan, m'dear," and walked past her without another word. _Good, _Lily thought, _James Potter will be in for one heck of a surprise._

When the bell rang, Slughorn called out, "Will the two students I informed had the best Calming Draughts please stay after class?"

Lily lagged behind the rest of the class and filled a flask with her shimmering blue potion. She brought it up to Slughorn's desk and handed it to him with a smile. On her way back to grab her things, Lily passed Remus Lupin, who was on his way up to Slughorn, flasked potion in hand. She grinned at him as he passed. He looked confused for a moment, then smiled back.

While packing up her potions ingredients, Lily accidentally knocked over her container of armadillo bile. Remus, who was on his way back from Slughorn's desk, heard the crash and bent over to help her clean it up,

"Ugh, I hate when this stuff spills. Horrible to try and sop up."

"Yes," Lily agreed. It was now or never.

"Remus, do you have a date for the Yule Ball?"

Remus stopped what he was doing and looked up at Lily suspiciously.

"No," he said slowly. "Why?"

"Well, I just thought that maybe you might want to go--"

"_Lily,_" he said incredulously, "Are you kidding me? Do you know what James would _do_ to me? He's been waiting to see when you'll ask _him_."

"Well, he hasn't waited _that _long," Lily steamed, "because I was _going _to ask him, but I heard him telling Sirius at lunch that he was going with _Chanley Morilda."_

Remus raised his eyebrows. "That Ravenclaw fox!?! How'd he--" he cut off abruptly at the look on Lily's face. "Sorry," he said quickly. "But what do you want me to do? I know you don't like me as more than a friend, and I'm not really that fond of you as more than one either. No offense, of course, but all that going to the Yule Ball would do is make James horribly jeal--" Lily raised her eyebrows at him.

"_Oh, _no" Remus stood up quickly and hurried over to his bag. Lily followed him. "I value my life _much _more than that. Are you crazy? I mean, there's revenge, and then there's _revenge_, the second of which will probably be fatal to me."

Lily pouted at him as he made his way toward the door. He hesitated.

"_No_, Lily, I'm sorry, but no one's that stupid." He paused for a moment. "What about Snape?" he suggested. "James would go crazy, _and _I'd be safe."

"I considered him," Lily admitted, "but I slipped him some Bubotuber pus this morning. He'll be in the Hospital Wing for weeks."

Remus laughed. "That was good."

"Yeah, it was one of my more brilliant schemes."

" 'Schemes,' plural? Don't let James hear you say that, you'll never get rid of him!"

"Yes, I suppose," Lily said distractedly. Thinking of James was now becoming painful.

Remus must have sensed this, because he said, "Lily, I can't! I'm sorry."

He then walked out of the classroom, leaving Lily alone with her horrible sense of longing for James.

* * *

**A/N: It's sweet isn't it? The next chapter will have more romance in it, I promise. I don't believe that I've had three chapters out in three days! That's definitely a record for me.**

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	4. The Yule Ball

**Disclaimer: I only own Amelia Brochern, Chanley Morilda, and Linda Hopkins.**

**A/N: The much awaited Yule Ball. We shall see how this works out. :)**

**CHAPTER REVISED AND REVAMPED AS OF AUGUST 22, 2007. THANK YOU ALL FOR YOUR PATIENCE! **

* * *

Over the next couple months, Lily tried to corner Remus as much as she could to beg him to go along with her making-James-jealous plan. After much begging, however, Remus's answer was still a flat no. Finally, Christmas morning came and Lily still had not convinced Remus to go with her to the Yule Ball. After resigning herself to the fact that Remus simply wasn't going to go, Lily began to open the small pile of presents that the house-elves had put at the foot of her chestnut bed.

First, she opened a small, square parcel which turned out to be a miniscule clown figurine that was covered in elaborate color and intricate designs; the note on it said, in her mother's handwriting, that the two of her parents found it in a French antique shop while on holiday. Lily marveled at the little ceramic man before placing him carefully on her small bedside table to admire. She then picked up a heavy package that her sister had sent her. Opening it curiously, Lily found that her sister, Petunia, had bought her a round bottle of "Glint of Luck" which was a perfume with glitter immersed in it. After spraying it and coughing a great deal (Petunia was interested in much more girly things than Lily, who didn't wear makeup _or _perfume) Lily quickly stuffed it in her trunk to stifle the smell. The only other gift she had was a large rectangular present wrapped in plain brown paper. When she flipped it over, she saw "To Lily, from Sirius" at which point she stopped reading. If Sirius had gone to all the trouble to get her something, it probably meant that she would get some type of practical joke thrown on her if she opened it. Just as she was putting it down, however, she caught some wording on the bottom of the package. "Open, really, not a joke."

Deciding that it would probably be better if she just opened it and got whatever was going to happen over with, she ripped off the brown paper covering. Inside there was a book that's title read Werewolves: The Muggle Myths the Will Astound You. There was also a jotted note that said "Give it to him and he'll go with you. He's wanted it for ages. –Sirius" Lily read it and laughed. She almost started crying in happiness.

"Sirius Black, I've never liked you more than at this moment," she smiled to herself. She quickly checked the clock and was startled to see it was 11:24 a.m. "Oh, no, everyone has to be registered by noon!" she exclaimed. Lily dressed quickly and ran down to the almost empty common room just as Remus was coming through the portrait hole. He saw her and turned around abruptly.

"No, wait! Remus! It's important!" she hollered desperately.

He sighed and walked back through into the common room and sat down.

"What now, Lily?" Remus asked dejectedly.

Lily, who still had the book in her hands, sat down next to him.

"Great! Listen, I got you a last-minute Christmas present!" she showed him the book. "I heard you'd like this, so…"

"Oh, Merlin, really!?! Where'd you find this!?! I've been wanting this one for ages!!!" Remus made to grab the book but Lily snatched it away before he could take it.

"Go to the Yule Ball with me, and it's yours," she smiled wickedly. Remus looked as though he'd been hit in the gut. "Come on, it's not that bad. Three hours and it will be over with."

Remus looked between her and the book for a moment before saying sadly, "Where should we meet?"

Lily squealed in excitement and jumped up. Pressing the book into his left hand, she grabbed his right and ran through the portrait hole.

"Where are you taking me?" asked Remus apprehensively.

"We have less than five minutes to register. We should just make it. Come on!" she gave him an extra tug.

Lily weaved through the corridors until she came to the front of Dumbledore's office. He was standing there looking amused.

"Oh, I was just going to close up, but I can see I have some last minute takers. I assume you and Mr. Lupin are here to sign up for the Yule Ball?" he asked Lily.

"Yes," she panted. "We'd like to register."

Dumbledore looked from Lily, who still had her hand tightly clamped around Remus's wrist, to Remus, who looked very much like he had let himself be taken there against his better judgment, which, indeed, he had. Dumbledore gave the two of them a small smile and then added their names to the list.

"Well, Miss Evans, you are signed up. I'd like everyone to be in the entrance hall by quarter of seven tonight, if you please."

"Yes, Professor," she said, and then promptly began to drag Remus back down the hall toward Gryffindor Tower. Dumbledore shook his head and smiled to himself as he packed up the Registration List and went back into his office. He was sure that it would be an interesting night, indeed.

* * *

That evening, Lily got dressed in her bold green dress robes, the ones that matched her eyes perfectly. She then walked down the stairs and into the common room, where most of the other Gryffindors were waiting. Navigating through the crowd, she found Remus, in purple robes, who was just explaining to Sirius and James that he had to wait for his date before they could go down to the Entrance Hall. Peter, it surmised, had not been able to find a date, so he was still in the dorm, sulking. Sirius had his arm around a girl that had to be Amelia Brochern, while James was going to meet up with his Ravenclaw date in the Entrance Hall.

"So who are you going with?" James asked.

Lily then brushed past the last person and walked up to put her arm around Remus. He couldn't help but blush a bit, but put his arm around her, too. James's eyes had nearly fallen out of his head, while Sirius had to look the other way to keep James from seeing him smirk.

"Well, shall we go now?" Without waiting for an answer, Remus strode through the portrait hole, Lily in tow. He added to her in a whisper as James, Sirius, and Amelia clambered through, "Listen, I'll try my best, here, but I'm new at this making-people-jealous thing."

"Don't worry," she replied. "Just follow my lead, and make sure you do whatever you think will get James the most."

Together Remus, Lily, Amelia, James (who was glaring at Remus and Lily, still with their arms around each other), and Sirius made their way to the Entrance Hall, where a good deal of the school was standing. James, spotting Chanley Morilda, led the rest of them through the crowd, towards her.

"Oh, HI, Jamesy dear!" Chanley simpered. She then threw her arms around James. James, at least, had the decency to blush. Lily silently vowed to rip her in half one day, and promised herself to get a voodoo doll if her plan didn't work tonight.

Dumbledore chose that moment to appear at the top of the staircase, and the crowd fell silent.

"I'd like you all to file through the doors as soon as I am done speaking, single file with your date. Mr. Filch, our new caretaker, will check you off on the list when you enter. Please be warned, if you did not register with me before noon today, the doors, who, unlike Mr. Filch, cannot be hoodwinked, will not allow you to cross their threshold. You may enter."

Everyone began moving toward the Great Hall. In the confusion, Sirius bumped into Lily, unnoticed by any of the others, and whispered, "You owe me, Evans." Lily knew that she wouldn't get off easy.

Lily and Remus were the last of their little group to go in the doors of the Great Hall, after being checked off on Dumbledore's list. What they saw when they stepped inside amazed them. The torches on the walls had been extinguished, and the candles that were usually floating overhead, lighting the Hall had been magically altered to glow red. This cast a dim reddish glow inside the Hall and made it quite a bit darker than usual. The four long House Tables had disappeared and were replaced by a smooth, wooden dance floor with a line of smaller round tables on each side. At the front of the Hall, the Staff Table had been converted into the temporary concessions table filled with punch and cups. Music was playing from seemingly nowhere, and many people were already on the floor dancing.

"Come on, let's go!" Lily pulled Remus on to the dance floor and, making sure James was in full view of them, pulled herself as close to him as she could without seeming conspicuous as they began to dance. She was sure Remus was blushing, but with all the red light in the Hall, no one could tell.

At the shell-shocked look on James's face, Sirius led Amelia away to the other end of the floor and began to dance with her there, so James wouldn't see him laughing.

Chanley pulled James away from Lily and Remus and began to dance with him a little ways away. As Lily and Remus moved around the floor, James followed Lily's every movement over Chanley's shoulder. In too short a time, Chanley noticed this and began sending James looks of pure loathing, none of which he noticed, as his eyes were glued to Lily.

When the first slow song came on, James let Chanley lead him to a table, and didn't even notice when Linda Hopkins came over and Chanley left with her. He was too busy eyeing how close Remus was to Lily. His Lily. The Lily he loved ever since fourth year. And his mate was dancing with her. Close. Too Close.

It was true. As soon as Lily had heard the music change to a slower pace, she had wrapped her arms around Remus's neck and got as close to him as she could.

Remus said, "Lily, I really don't think you have to go quite this--"

"Look at James," she told him. Lily then maneuvered so that Remus could see James over her shoulder. Showing him that, though, only made him realize what a stupid, stupid, thing he had let her do. James was sitting alone at a table and glaring over at him, seemingly livid.

"Uh, yeah, Lily, I see that. And I really think we should sit his one out." Before she could protest, Remus had pulled her over to the tables and was just about to sit down when Lily whispered, "Mmt, mmm," and plopped down at the table where James was sitting, still glaring at the two.

"Hi, James," Lily greeted merrily. "Having a nice time so far?"

James grunted in response, his livid gaze now on Remus. Thankfully, Remus was saved from saying something by the return of Chanley and Linda.

Chanley passed Lily with only a cold stare and walked right up to Remus. "Want to dance?" she asked.

"Uh…" Remus didn't think it would be a good idea to take _two _of James's dates in one night, but thought that maybe it would be best if he got away from the table for a while. "Sure," he responded. Chanley took his hand and brought him to the dance floor, where they promptly began swinging to the current tune. Linda just rolled her eyes and strode away.

James took a deep breath "So," he said to Lily, trying to make a stab at calm conversation, though still looking angry. "Are, er, you having fun?"

"Oh, well, yes, I suppose."

"So you really like Remus." It was more of a statement than a question.

"He's nice, yes," Lily couldn't believe her plan was working so well. "But, you know, he wasn't my first choice to come tonight."

"He wasn't?" James said eagerly. His whole demeanor changed. He seemed a lot friendlier.

"Well, no. I was actually going to ask you, but you, uh, already had a date, so…"

"You were going to ask me?" James was positively beaming now. "Really?"

"Yes," Lily blushed.

"Oh! In that case, let's dance!" He hopped up and took her hand, practically bounding toward the dance floor. Lily couldn't help but laugh at his sparkly attitude. It had been such a rapid change; he took even himself by surprise.

They had just started to dance to a fast-paced song when a ballad came on. They were both rather awkward on what to do, but eventually they both swallowed their embarrassment and James wrapped his arms around Lily. Lily clasped her hands around the back of his neck and they both stood there, swaying to the beat for what felt like eternities. Lily felt his built chest against hers and wondered why it took her so long to realize that she really did have feelings for James, and strong feelings at that. Here was the man who had loved her for years without her giving him a second thought. He was attractive, and strong, had a great sense of humor, and he _loved _her for Merlin's sake and she had been too, too what? Stupid to see that? Lily loved being in his arms, she felt at home there. Was this the same person she had despised since coming to Hogwarts? _No,_ she told herself, _he's changed_. And he had. Dancing to the flowing rhythms, James and Lily got lost in each other and felt like just dancing, dancing forever and forever, as long as they could be together.

* * *

Lily and James continued dancing without a break until Dumbledore announced that the dance was over and they all had to go to bed. They were almost the last to leave, as Lily was finding it quite difficult to convince James it was time to go. Dumbledore was standing by the door, and if Lily hadn't been happy and drowsy, walking out of the Great Hall with James's arm around her shoulder, she might have seen Dumbledore wink at her, or _believed _she'd seen Dumbledore wink at her.

Dumbledore, having watched the entire Chanley-Remus-Lily-James-Sirius-giggling-in-the-background ordeal, found it all quite amusing, and thought to himself that he hadn't seen so much excitement since Arthur and Molly Weasley had been caught wandering around together after hours by Apollyon Pringle. Chuckling to himself, he made his way up to bed.

* * *

When they got back to the common room, Lily and James sat next to each other in armchairs and waited for Sirius and Amelia, who had hit it off spectacularly, Remus, who was pondering his luck of not being beat up by James _and _spending the evening with the hottest girl in the year, and the rest of the Gryffindors to go to bed.

When at last they were alone by the fire, Lily and James both stood up and walked over to the bottom of the staircase that led up to the girls dormitories.

"James, I really had a good time with you tonight," Lily said truthfully.

"I did too," he replied. "Listen, Lily, I know I've asked you this before, but, will you go out with me?"

Lily laughed. "Of course! You don't think I spent the whole night with you just for the hell of it?"

James smiled and hugged her. "I'm glad you finally feel that way."

When he said this, Lily couldn't help but feel a small pang of guilt for turning him down so often. But that was behind them now. It was a fresh start.

"Well, goodnight," James said. He began to walk away, but Lily caught his arm.

"You mean to tell me that after almost four hours of being with you I don't even get a kiss?" Lily asked, mock hurt. "I'm insulted!"

"Hmm, we'll just have to fix that, now won't we?" James leaned in and caught her mouth with his own soft lips. The moment their lips touched all the playfulness went out of the situation and the kiss deepened. A strange warmth was washing over Lily's body like none she had felt before. She was very willing for the kiss to continue, but after a moment, one blissful moment, James broke away turned to the boy's staircase. It seemed to take him an eternity to get there as Lily stood watching from where he left her, her heart pounding and head spinning in the light of the fire. Finally, he reached the doorway and, framed by the moonlight streaming in the high window behind him, he whispered, "Goodnight, Lily."

Feeling as though her heart might explode with the simplicity of the words, she breathlessly replied, "Goodnight, James."

* * *

Lily did not know how she got up the spiral staircase with such wobbly knees that night, nor could she remember just how her shaking fingers had managed to undress her. But when she finally fell onto her mattress and pulled the blankets up around her, her mind would not allow her to think of anything but James, nor did she want to. She wanted to imprint him in her memory forever: everything about him, from the way he danced, to how his lips felt against hers, even the ragged, longing way he had said goodnight. These thoughts immersed her until she happily drifted off to sleep, when a less dominant part of her mind took over. This was the tiny, nagging bit of her that had been itching at her all evening, though she was so taken with James she had not noticed it. For it was only she fell asleep and was able to clear James from her head that she realized how very, _very_ bad it was to be in the debt of two Marauders.

* * *

**A/N: Alas, this is not the end. There is one more chapter to come. Enjoy!**

**_Thanks, to those that have reviewed. If you have not, please do. :)_**


	5. NEWTs

**Disclaimer: JKR owns 'em, I play with 'em. ;)**

**A/N: After over a year, the final chapter is here! Make sure to reread the rest of the story (completely revised and revamped) to refresh yourself after the long wait. Enjoy!**

* * *

In the next couple of months, time passed quickly for Lily, as time often does when one's having fun. The fun, however, came to a surprisingly abrupt halt as May approached, and the seventh year students began to get ready for their N.E.W.T.s. Study groups formed, the common room became uncharacteristically quiet, and library always seemed fuller than usual.

It had been almost six months since the Yule Ball and much had progressed between the Marauders. Lily and James, as well as Sirius and Amelia, had become practically inseparable. Lily and Amelia had gotten to know each other better through their boyfriends and now were best friends. Remus was still dating Chanley on the down-low, although she refused to speak to James or Lily. Peter, strangely, had become rather withdrawn and started disappearing for large periods of time where no one could find him. This didn't worry James or Sirius, however; whenever confronted with the issue, they wrote it off as "Just Peter."

There finally came a sunny afternoon in late May when the seventh year Gryffindors trudged down to the Transfiguration classroom, moods lifted. After long periods of advanced studying, McGonagall had finally decided that they were to begin the practical portion of the Animagus transformation; this would be their first transfiguration lesson since before Christmas where they would actually be performing magic.

Over the winter, Lily had immersed herself entirely in old textbooks – some nearly the age of Hogwarts itself – determined to succeed in her transformation. Of course, now that she was in good terms with the Marauders, they were able to give her a considerable amount of help. McGonagall had also loosened the guidelines so that no one was required to complete the transformation for full points any longer – it had turned into purely an effort and understanding grade. This pleased Lily who, although she possessed strong magical ability in some areas, was more than happy to leave Transfiguration to James and Remus, who excelled at it. Nevertheless, as time began passing the Gryffindors found McGonagall becoming more and more frazzled and noticed her original deadlines passing. Although she had originally told Amelia and Remus that everyone should have completed their bookwork by late March and the first stage of the transformation by early May, they were already nearing June and just completing the studying aspect. In fact, it seemed to everyone that the more time passed, the less enthusiasm everyone including McGonagall seemed to be having for the project.

When they entered the room, it was to the shock of them all that it wasn't McGonagall sitting at the front of the classroom, but the Headmaster himself. Smiling, he coaxed them all into the room.

"Take your seats, now. No use in blocking the doorway unless someone has transfigured you into a door," he said, eyes twinkling.

The class chuckled, slightly more confident now, and slid into their seats. However, Lily and James looked at each other, both thinking the same thing: _Fat chance of starting the transformation, now._

When the bell finally rang and the last of the Gryffindors had been shunted into a seat, Dumbledore stood and silence immediately fell. He was still smiling.

"Good morning, everyone. As I am sure you can all tell, Professor McGonagall is not present today."

Jenny Cornwall's hand shot up. "Is she okay, Headmaster?"

"Yes, quite well, I assume," Dumbledore said. "But it is by grave matters that I am here today. It seems that a little pet project of mine has gotten rather out of hand. Am I right in assuming that you were all to begin the Animagus transformation today?"

The class nodded.

"Yes, indeed. Forgive me for being the one to tell you, but I am afraid that won't be happening this year."

Jeers began to rain from all sides of the room.

"What do you mean we won't be transforming?"

"We spent all year on this!"

"But we know how to safely!"

"McGonagall promised!"

Dumbledore raised his hand to quell them, no longer smiling. "I understand that you all worked very hard on preparing for your transformations and I don't doubt that any of you could safely manage it. However, the Ministry feels that it is not safe in the light of Voldemort's rein that so many students be handed such disguises that could be used to thwart our resistance. Now," he raised his other hand, for shouts had again broken out, "I no more believe that any of you would use your forms to aid the Dark Side than I would and I have told the Minister this. However, I am but a schoolteacher with little power to override the Minster of Magic. I felt that since I was the one to encourage this project to begin with, that I should be the one to disappoint you. If any of you have complaints you may take them to my office directly – I do not want you bothering Professor McGonagall, this project had put her under much too much strain already. But I must ask you all a serious question. Is there anyone in this room that has already begun their transformation?"

His eyes swept the room. James, who was sitting next to Lily, gently pinched her lower back; Sirius was fighting a smile on his other side with difficulty; Remus' jaw clenched so tightly his face was turning red; and Peter's eyes were darting side to side, but none of them raised their hands. Neither did anyone else in the room.

Dumbledore nodded his head with satisfaction, but a student in the front row, still disbelieving, said, "So – so – all that work…for nothing?"

Dumbledore was smiling again. "Of course not all for nothing, dear boy! You'll still be tested on your studies during N.E.W.T.s! There just won't be a practical portion!"

Everyone groaned. He went on, regaining his buoyancy with every word.

"Well, I won't keep you from your studies any longer, then. The last few Transfiguration classes for the year won't be held, as I know you'd all much rather use the time to brush up on whatever part of the transformation was giving you the most trouble. Good luck!"

He winked and with that, strode out of the room.

Immediately, everyone began talking and packing up their things.

"So, what d'you reckon?" Sirius asked, standing up.

James frowned. "I reckon McGonagall's memory charm wore off and she called this whole thing off just so we'd have to sit the N.E.W.T."

Sirius laughed. "Yeah, mate, I'll bet that's _exactly_ what happened."

Remus came over, book bag hanging off his shoulder, smiling as well. "Ahh, well, face it, James. We all knew you'd have to have your reputation as best in the class tested at one point or another."

"Is that a challenge, mate?"

"You know it is, Prongs."

"Yeah, well, we both better watch out. Now that it's a written exam Lily will probably wipe the board with both of us."

Lily, too, was beaming. "Exactly! I'll pass now! I could actually get an O!"

James and Remus laughed at her enthusiasm, already knowing they didn't stand a chance against her. Good natured despite the 'bad' news, the Marauders and Lily left the classroom, arm in arm.

* * *

It was a sunny day toward the end of June when Lily and Amelia found themselves outside the Quidditch pitch, watching James and Sirius practice for the last match of the season: Gryffindor vs. Ravenclaw. They Gryffindors already knew they were doomed in winning the Quidditch cup; Ravenclaw would win unless Gryffindor could beat them by nearly three thousand points. However, if Gryffindor could win and scrape a margin of over two hundred points, they'd come in second for both the Quidditch Cup and the House Cup. A lot was riding on that match.

"Good job, Sirius, keep it up!" shouted Amelia as Sirius walloped a bludger away from James.

"Yeah, Sirius. It's you I'll come after if James gets killed!" Lily added.

Upon hearing this, Sirius nearly dropped his beater's bat.

"Whaddaya mean, you'll come after _me?_" Sirius asked as he flew over to the girls. "It's not my fault if he does something stupid like stare at you and not duck!"

"Hmph," Lily replied, hand on her hip. She was remembering the last Hufflepuff vs. Gryffindor match where James had been so caught up in making eyes at her he had let the Quaffle fly past him twice.

James came and hovered next to Sirius. "It's not _my_ fault; I just couldn't take my eyes off such a beautiful woman."

He pulled Lily into a half-hug, as close as he could get without sticking her with the end of his broomstick.

Lily rolled eyes. "If you aren't careful, you won't have any eyes left to see me with."

"Oh, Lily," Amelia chided. "It's sweet! I'd have a heart attack if my boyfriend said that to me." She threw Sirius a look. He opened his mouth to say something, but she added, "Unprompted, that is."

Sirius glared over at James. "Thanks, mate. Don't you know how tough it is to compete with that?"

He playfully whacked James' head and made like he was going to leave, but made a sharp turn at the last second and grabbed Amelia right out of her seat.

"Sirius Solomon Black! You put me back right this instant!"

Sirius laughed maniacally as he slid her on the exposed bit of broom in front of him and took off around the pitch. Lily and James could hear her screaming at him from the far goal posts. They laughed.

"James Potter, if you ever do that to me you won't have to worry about the bludgers."

"Oh, yeah?"

Before she could respond, Lily was whipped off the ground by a strong pair of hands. Her jaw dropped and she turned to stare at James.

James grinned. "I suppose I'll have to take my chances."

* * *

**A/N: Ahh, the end of my first fic. I hope you all enjoyed that as much as I did!**


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